Who Needs Them?
by patricia51
Summary: At the end of "Knock, Knock, Knockin' on Jackson's Head" Lilly and Barbie, having confessed why they were with Rico and Angus, leave together. There seemed to be an attraction between them that went beyond studying. Femslash. Lilly/OC. Rated "M". One shot


Who Needs Them? by patricia51

(At the end of the episode "Knock, Knock, Knockin' on Jackson's Head" Lilly and Barbie both confess they have only been pretending to be the girlfriends of Rico and Angus to get their help in studying. It turns out each girl is good in the subject the other one needs help in. So they ditch the boys and go off together. I always wondered what might have happened besides studying. Femslash. Lilly/OC. Rated "M" for sex between two girls.)

"You know, I'm pretty good at Math."

"And I'm AP in Spanish. Hey, we don't need them. We could tutor each other."

"You're on. We should probably tell them the deal's off."

"I know. I would," Lilly shuffled through a stack of cards, "but it's not in my note cards."

"Mine either."

It took only seconds for the two sets of note cards lying on the table to be the only remaining sign of the girls. Embroiled as they were in their fight, Rico and Angus never noticed the departure of their "girlfriends". Lilly and Barbie were already talking animatedly as they trudged through the sand. As they crested the dune heading towards the parking lot Barbie slipped and staggered slightly. Without thinking Lilly wrapped her arm around the other girl's waist and steadied her.

"Thanks," laughed Barbie. "These shoes are new and they're so slick on the bottom I guess I have no footing."

"No problem," replied Lilly. "I can't let my math tutor fall down now can I?"

"Well I hope not." agreed the red head. "Just in case," she added as she slid her own arm around the slender waist of her new friend.

They remained like that, holding each other while their conversation continued. Lilly, bubbly as always, felt delighted to have found a new friend. They reached the parking lot and firmer footing but it just never occurred to them to let go of each other. Because Barbie was a bit taller than Lilly the brown haired girl's arm automatically moved slightly lower until it was resting more on Barbie's hip and the flat of Lilly's forearm and the heel of her hand brushed over the other girl's full bottom.

"Did you drive?" Barbie asked.

"No I don't live that far from here. I walked."

"I drove. Angus wanted me to ride with him in the big showy convertible that he rented for the occasion but letting him get grabby was NOT part of the deal. However it works out just as well because my books are in the trunk."

"You know," said Lilly thoughtfully as the pair altered course towards the car that Barbie had indicated, "not that I wouldn't have been careful too, Rico's hands have tended to go wandering when he's not firmly checked, but I bet his mind was so focused on out-doing his cousin that he might have kept his hands to himself."

Barbie laughed. "You may be right but it wasn't worth taking the chance."

They reached Barbie's car and their arms dropped away as they headed for opposite sides. Fort a moment Lilly's hand and forearm felt strange, as though they were missing the warmth of the other girl's body against them.

"Nonsense," she thought. But when Barbie climbed in and leaned over to unlock the passenger side door for Lilly the surfer girl found her eyes drawn to where the blue and red top dipped, allowing Lilly to follow the line of Barbie's bra and the deep valley between her breasts.

Lilly sat down, automatically reaching for the seat belt. Just what was going on? This was ridiculous. She wasn't attracted to other girls, especially one she had just met. Not really. Sure she had always admired her best friend Miley and yes, her thoughts had occasionally wandered to places that made her both blush and breath hard at the same time but golly what was going on?

Lost as she was for a moment it took a bit to realize that she wasn't having any luck fastening the seat belt.

"Oh that darn catch. I'm sorry Lilly, it has a bit of a trick to it." Barbie twisted and leaned over, her arm reaching across Lilly's body as her fingers fumbled with the belt. Lilly squirmed just a bit as she felt the other girl's warm breath on her neck. Barbie's arm rested against her body, the forearm rubbing a little against her tummy and the upper arm pressed against her breast. Lilly nearly choked as she felt her nipple harden against the redhead's arm.

The belt clicked finally and Barbie straightened up. Was it just her imagination or had the other girl's hand drifted a bit slowly as it was pulled away? Had it lingered? Had there been just the slightest stroke of fingers on her tummy?

"Where to Lilly?"

"Get a hold of yourself Truscott," she silently advised herself. Lilly shook her head, clearing those silly thoughts away like cobwebs.

"Let's go to my house. My books are there and my Mom is away at work so we'll have the place to ourselves."

"Sounds good."

It took only a couple of minutes to arrive at Lilly's house and by then she was back in control. The two girls plundered the refrigerator and headed up to Lilly's room. Lilly pried off her sneakers and Barbie stepped out of her shoes as well. The redhead wiggled her toes and sighed with relief.

"Feel better?" laughed Lilly.

"They were absolutely, never worn before, brand new," explained Barbie with a grin.

"Impressing Angus?" teased the surfer girl.

"Puhlease!"

"Okay, let's get to work," chuckled Lilly.

They worked hard, spending concentrated time first with Barbie working through several math concepts that had stumped Lilly and then the surfer girl repaying the redhead's efforts by practicing her Spanish lessons until she grew comfortable with them. A couple hours flew by. Pleased with their efforts the girls decided to take a break. Having already found several topics of mutual interest already they resumed chatting as they stood and stretched. Soon the conversation turned to the guys they had just left.

"Would you have really kissed that Kangarunt if he had insisted?"

"Brrrrrrrr," Barbie pretended to shiver. "Never." She grinned. "How about you? Would YOU have kissed your little Kungfool?"

Lilly looked embarrassed for a moment. "Just before you and Angus arrived I had found out how good Rico was in math and I WAS flirting with him a little. But I would have flunked math first even though I like kissing and I think I'm a pretty darned good at it."

"I bet you are." Barbie winked at Lilly. "Anyone special I should ask for a reference."

"Nobody in particular."

"Really? You seem really nice to me too Lilly. I'm surprised there's no one special."

Lilly shrugged. "I guess you'll just have to take it on faith I'm a good kisser."

"I think I can do better than that."

"Hmmm?" Lilly turned to Barbie, raising an eyebrow as she did.

"Lilly," and the look in the redhead's eyes sent a shiver down Lilly's back, "I'm going to kiss you."

All Lilly could think to say was "Yes." A single word that came out in a nearly breathless whisper. Her throat had closed tightly and her tongue ran quickly over her lips.

Barbie leaned forward. Only their lips touched. The kiss was warm and soft and unlike any Lilly had ever had before. There was an instant when Barbie plucked Lilly's lower lip and then they parted.

"Wow," the redhead breathed. "You CAN kiss."

"Eeep." Lilly blushed as her trademark exclamation escaped. "Me?" she rallied. "That was incredible."

Barbie smiled. The two girls stayed very close to each other.

"I couldn't believe how good your hand and arm felt around me. I couldn't believe how much I missed it when we got to the car."

Lilly nodded. "I couldn't believe how much I hated letting go."

Barbie giggled. "I caught you looking down the front of my top."

"Oh you did? Is that why you spent so long getting my seatbelt hooked up?"

"Did you mind?"

"Not in the slightest."

Lilly hesitated. "I've never, I mean, not with another girl."

"Neither have I."

"I don't know what it is, why I'm feeling this way. But I like it."

The two girls fell silent, their smoldering gazes meeting. It was nearly a minute before Barbie broke the quiet.

"Lilly?"

The surfer girl swallowed, her eyes still locked with the redhead's. "Yes Barbie?"

"I'm going to kiss you again." Lips met and clung for a long moment, parting slightly. Tongue tips touched and those lips opened further to allow each girl to explore the other's mouth. When they came up for air Barbie whispered again.

"Lilly," fingers curled at the bottom of the gray striped pullover the surfer girl was wearing, "I'm going to take your top off."

Lilly's only reply was to lift her arms over her head. She swallowed again as she felt the cool air against her skin as Barbie slowly lifted her soft cotton top. The back of the redhead's fingers grazed along her sides and Lilly felt goose bumps forming. The top rose over her bra, then up her arms. It cleared her mouth and suddenly the motion stopped.

"Barbie?"

The answer came in the form of a series of quick, soft kisses over her now bare shoulders and neck. A tongue ran along her jaw line and danced around her lips. Lilly strained to find Barbie's mouth with her own but the redhead avoided her efforts and continued to shower her skin with kisses. Fingers slipped around her and she felt the catches on her bra give way one by one. Cool air rushed over her already hardened nipples as the cups fell away from her firm little breasts.

Lilly shivered but it never occurred to her to try to struggle against the pullover that held her, to lower her arms, to pull her head free, to do anything at all except marvel at the feelings rushing through her body. She couldn't imagine being like this with Oliver or Michael or any other guy she had ever dated. Not that she had gone this far with any of them. But anything Barbie wanted was hers and Lilly hoped she would have the opportunity to make the other girl as excited as she was herself.

No sooner did she think that than Barbie tugged her top the rest of the way off, taking Lilly s bra with it. As the surfer girl lowered her arms her heart beat even faster as the redhead lifted her own arms over her head in invitation. An invitation that Lilly was eager to accept.

She took the single step that separated her from Barbie and reached down to catch the hem of the other girl's long sleeveless top. She lifted it slowly. The back of her curled fingers grazed the skin of Barbie's tummy and she smiled as the other girl drew a sharp breath. Then those fingers slid over the smooth cups restraining the redhead's somewhat larger breasts.

Lilly couldn't resist. She paused for a moment and her thumbs traced the softness of Barbie's breasts where they swelled above the bra. As she reached the deep valley of Barbie's cleavage where her eyes had been drawn earlier she found, to her delight, the catch that told her the bra was front opening. Fingers slid there and a quick twist spilled the full orbs.

A barely stifled moan came from Barbie. Lilly feasted her eyes on the smooth roundness of the redhead's breasts and the hard pink nipples that tipped them. It wasn't as though Barbie's breasts were the first she had ever seen but never before had her fingers ached and her mouth all but watered in anticipation of touching them. She was too excited to continue the teasing approach. She pulled. The top came off and the bra fell free.

The two teens looked at each other. Eyes met and drew each other in. They barely touched each other as they kissed again, feather light soft touches of lips at first that grew longer and more passionate. Mouths opened wide and they embraced. Breasts crushed together and four hard nipples rubbed Lilly's hands slide down Barbie's back and over the back of her tight Capri pants.

Between kisses Barbie giggled. "Your hand's back on my bottom again."

Lilly replied with a squeeze by both hands. "And it feels just as good. Better even now that I have both hands there."

As good as Barbie's firm bottom felt under her touch Lilly let go with her right hand. She turned slightly, allowing just a bit of gap between her body and the other girl's. Holding her breath in excitement she slid her hand up and placed it on Barbie's right breast.

"Ohhh," gasped the redhead. "That feels so good."

"Mmm, yes." breathed Lilly. Her fingers explored the rounded orb. She marveled in the heavy smooth warmth of it. Her fingertip rested on the hard nubbin and she rolled it in a tiny circle before pressing it back into the softness of the breast.

As heartstoppingly wonderful as Barbie's breast felt in her hand Lilly wanted more. After one more kiss she lowered her head and her tongue flicked at the nipple. This time Barbie could not smother her deep moan, a moan that grew deeper as Lilly's lips parted and her mouth drank in the lovely orb and her tongue laved a nipple that was so hard Lilly wondered if it might hurt. Hers nearly did.

The redhead math tutor didn't remain still. One hand slid between them and fingers crept down Lilly's flat firm tummy. Lilly moaned into the breast she was gently suckling as those fingers found the snap of her jeans and tugged. Seconds later the zipper was released and Barbie flattened her hand against Lilly's mound and worked down inside the surfer girl's panties. Lilly's legs parted automatically.

At the first touch of Barbie's fingers against Lilly's wetness both girls lost their last hint of restraint. Barbie parted Lilly's sparse wet curls and slipped two fingers into her. Her thumb found the harness of a still concealed pearl and touched it. Lilly cried out and arched. Her hands ran back down Barbie s back. This time they plunged inside pants and panties to grip Barbie's butt and hold on for dear life, her fingers digging in.

The girls swayed together. Somehow they managed to reach the bed and toppled on to it. Hands yanked and legs kicked wildly until jeans and Capri s sailed through the air. Lilly pushed Barbie onto her back and drove one athletic thigh between the redhead's legs. Barbie thrust up wildly, riding that thigh. Her fingers drove deep into Lilly and she ground the heel of her hand on the surfer girl's now exposed throbbing nubbin. Lilly held Barbie's nipple in her lips and tugged. She gripped the redhead's bottom and held on for dear life as Barbie's flailing nearly threw her off. Both girls spasmed and then bucked wildly as they sought to give the other release. Then both teen bodies arched as they exploded.

What seemed like hours later the two girls managed to catch their breath. They remained wrapped up in a tangle of arms and legs. Barbie ran her fingers through Lilly's hair. They kissed again and sighed together in contentment.

"So," Lilly broke the silence. "Are we on to study again tomorrow?"

Barbie nodded. "Pretty soon we'll be 'A' students."

"At everything."

"One day we need to thank Rico and Angus."

(The End)


End file.
